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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1) 
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2024
 
or
 
 
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
 
Commission file number 333-271350
 
MARKY CORP.

(Exact name of registrant as specified in its charter)
 


Wyoming
 
32-0689703
 
7370

(State or Other Jurisdiction of Incorporation or Organization)
 

(IRS Employer
Identification Number)
 
(Primary Standard Industrial Classification Code Number)

 

 

Kos Ramirez Maximiliano,
President and Chief Executive Officer
San Sebastian 309, Martinica León, 37500
Guanajuato, Mexico
Phone: + 1-860-973-0746
 

 
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
 

 
 
 
 
 
 
 

 


Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered

N/a
 
N/a
 
N/a

 
 
 
 
 

Securities registered under Section 12(g) of the Exchange Act:

None

 
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [  ]       No
[X]
 
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes [  ]       No
[X]
 
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X]       No [  ]
 
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X]
      No [  ]
 
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act (check one):
 


Large accelerated filer
[  ]
Accelerated Filer
[  ]

Non-accelerated Filer
[X]
Smaller reporting company
[X]

(Do not check if a smaller reporting company)
Emerging growth company
[X]

 
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
 
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ]       No [X]
 
The aggregate market value of voting and
non-voting common equity held by non-affiliates of the registrant as of January 31, 2024, the last business day of the
registrant’s most recently completed fiscal year, was $0.
 
State the number of shares outstanding of each
of the issuer's classes of common equity, as of the latest practicable date: 4,330,997
common shares issued and outstanding as of January 31, 2024.
 
 
 
 
EXPLANATORY NOTE
 
 
This Amendment No. 1 on Form
10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Marky Corp. (the “Company,” “we,”
“us” or “our”) for the year ended January 31, 2024, originally filed with the U.S. Securities and Exchange Commission
(“SEC”) on May 6, 2024 (the “Original Filing”). 
 
This Amendment is being filed to amend the cover page to correct the date shares outstanding of each of the issuer's classes of common
equity: 4,241,130 common shares issued and outstanding as of January 31, 2024. In the Original 10-K, on page 11, the Auditor's Report
incorrectly referred to the company as Hallmark Venture Group, Inc. However, the correct name of the company is Marky Corp. There was
an error in the presentation of the Statements of Changes in Stockholders’ Deficit, specifically in the presenting the annual changes
for the year January 31, 2024 on page 14. In this amendment on page 8 we have corrected errors in the amounts reported for cash used in
investing activities and cash generated from financing activities to align with the Cash Flow Statement contained in the Original 10-K.
These errors occurred due to an oversight during the drafting and review process of the Original 10-K.

Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment
continues to speak as of the date of the Original Filing, and Marky Corp. has not updated the disclosures contained therein to reflect
any events that occurred subsequent to the date of the Original Filing.
 
 
 

 
 

TABLE OF CONTENTS


 
 
 

 
 
Page

 
 
 

PART I
 
 

 
 
 

Item 1.
Description of Business.
4

Item 1A.
Risk Factors.
6

Item 1B.
Unresolved Staff Comments.
6

Item 2
Properties.
6

Item 3.
Legal proceedings.
6

Item 4.
Mine Safety Disclosures.
6

Item 5.
Other Information.
6

 
 
 

PART II
 
 

 
 
 

Item 6.
Market for Common Equity and Related Stockholder Matters.
7

Item 7.
Selected Financial Data.
8

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
9

Item 8.
Financial Statements and Supplementary Data.
10

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
19

Item 9A.
Controls and Procedures.
19

Item 9B.
Other Information.
20

 
 
 

PART III
 
 

 
 
 

Item 10
Directors, Executive Officers, and Control Persons of the Company.
20

Item 11.
Executive Compensation.
21

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
22

Item 13.
Exhibits.
22

 
 
 

Signatures
23

 
3


 
 

 
PART I
 
Item 1. Description of Business
 
DESCRIPTION OF BUSINESS
 
In General 
Marky Corp. (“we,” “us,” or
the “Company”) was incorporated under the laws of the State of Wyoming, U.S. on April 28, 2022 (Inception). Marky Corp. is
a provider of social media marketing information services. We provide a platform that offers subscribers access to valuable social media
marketing information. The Company is operating an information site, posting global marketing and advertising news on social networks
https://markycopr.com/. Our platform is a web-based information portal, accessed through a web browser. It allows end users to
access information on any device of their choice, features social media marketing news, updates, tips, and tutorials on promoting their
business on social media.
The platform includes RSS Feeds,
allowing users to consolidate updates and content from preferred websites. Three subscription plans - Basic, Pro, and Enterprise - are
available for accessing RSS Feeds. Marky Corp. is preparing to launch its social media management mobile application "Marky News"
on Apple Store. The application will offer exclusive access to SMM resources and industry updates, providing real-time alerts and valuable
insights into social media marketing trends.
The member of our management has accumulated extensive
expertise, knowledge, and a robust network in the realms of marketing and social media advertising. This encompasses proficiency in digital
advertising, social media strategies, operational excellence and product development and deployment. We intend to utilize management's
industry knowledge and professional network to enhance our strategic position.
 
 Sales, Marketing and Distribution
 
We plan to capitalize our information and education
platform for specialized industries. We anticipate that the primary source of our revenue will stem from our information platform and
the sale of subscription plans available on the Company’s website.
 
Competition
 
In the realm of niche software and website development,
Marky Corp. finds itself amidst a highly competitive landscape. This industry boasts low entry barriers, making it susceptible to the
influx of new entrants eager to establish their presence. The presence of these newcomers only adds to the already significant competitive
pressures that we encounter.
 
4

 
 

Furthermore, within this competitive arena, Marky
Corp. operates as a unique entity, serving as an information site dedicated to the dissemination of global marketing and advertising news
through social networks. This niche specialization presents both opportunities and challenges for us. It sets us apart from conventional
software and website development firms, but at the same time, it narrows our target audience to those specifically seeking specialized
marketing insights.
 


In our competitive environment, we find ourselves in direct competition with several well-established rivals. Notable among them are companies like Sociallyin, SmartSites, and NinjaPromo. These competitors are backed by reputable organizations known for providing services analogous to our offerings. They not only boast a proven track record but also have substantial existing customer bases, which form a significant portion of our intended client demographic.

 

Most of our competitors have one or more advantages over us, including:
 

§Established Reputation

§Large Existing Customer Base

§Extensive Resource

§Strong Industry Partnerships

§Customization and Scalability

§Brand Recognition
 
Government Regulation
 
We are subject to various federal, state and international
laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal
information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes
and contests. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations
on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or
employees, communicate with our customers, and deliver products and services, may significantly increase our compliance costs. As our
business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements
and costs will increase and we may be subject to increased regulatory scrutiny.
 
Employees
 
We are a start-up company and currently have one employee
- Kos Ramirez Maximiliano, our president, treasurer, secretary and director. We intend to outsource any additional services if the business
requires.
Offices 
Our business office is located at Kos Ramirez Maximiliano,
San Sebastian 309, Martinica León, 37500, Guanajuato, Mexico. Our telephone number is +186-09730746.
 
 
5

 
 

 
Government Regulation 
We will be required to comply with all regulations,
rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities.
We do not believe that regulation will have a material impact on the way we conduct our business.
 
Item 1A.  Risk Factors
 
Not applicable to smaller reporting
companies.
 
Item 1B. Unresolved Staff Comments
 
Not applicable to smaller reporting companies.
 
Item 2.  Properties.
 
We do not own any real estate or other properties.  
 
Item 3.  Legal Proceedings
 
During the period ending January 31, 2024, there were
no pending or threatened legal actions against us.
 
We are not currently a party to any legal proceedings,
and we are not aware of any pending or potential legal actions.
 
Item 4.  Mine Safety Disclosures
 
Not applicable.
 


Item 5.
Other Information.

 
There is no other information required to be disclosed
under this item that has not previously been reported.
 
 
 
 
 
 
6

 
 

 
PART II
 
Item 6. Market for Common Equity and Related Stockholder Matters      
 
MARKET INFORMATION
  
There is currently no public trading market for our
common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the
OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted
by one or more market makers who:
 
·are
approved by FINRA; 
·who
agree to become a market maker in the security; and 
·who
demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB
or on a securities exchange. 
 

In order for a security to be eligible for quotation
by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard
(SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive
Officer or Chief Financial Officer.
   
HOLDERS
  
As of January 31, 2023, the Company had 4,241,130
shares of our common stock issued and outstanding held by our shareholders.
  
DIVIDEND POLICY
  
We have not declared or paid dividends on our common
stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if
any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results
of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions
on our ability to declare or pay dividends.
 
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION
PLANS
  
We have no equity compensation or stock option plans.
 
RECENT SALES OF UNREGISTERED SECURITIES
 
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On
January 27, 2023 the Company issued 3,500,000 shares of its common stock at $0.001 per share for total proceeds of $3,500.
For
the year ended January 31, 2024 the Company issued 741,130 shares of common stock for cash proceeds of $27,704 at $0.03 per share.
There
were 4,241,130 and 3,500,000 shares of common stock issued and outstanding as of January 31, 2024, and January 31, 2023, respectively.
 
 
7
 
 
OTHER STOCKHOLDER MATTERS
 
None.
 
Item 7. Selected Financial Data
 
Not applicable to smaller reporting companies.
 
Results of Operations
for the years ended January 31, 2024 and 2023:
 
Revenue
 
During the year ended January
31, 2023 and the year ended January 31, 2024, we generated $0 and $17,185 of revenue, respectively, due to the general growth of our business
and increased marketing and sales efforts.
 
Operating expenses
 
Total operating expenses
for the year ended January 31, 2023 and 2024 were $362 and $18,729, respectively. The operating expenses for the year ended January 31,
2023 and 2024 included Professional Fees of $362 and $13,064; Bank service charges of $0 and $115; and Depreciation expense of $0 and
$5,550, respectively. Increases in expenses due to the overall growth of the Company and its increased operations and the increase in
amortization expense was due to the acquisition of intangible assets during the period.
 
Net Income (Loss)
 
Our net loss for the years ended January 31, 2023
and 2024 was $362 and $1,544, respectively, due to the reasons explained above.
 
Liquidity and Capital
Resources and Cash Requirements
 
As of January 31, 2024 the Company had cash of $23,630
($4,629 as of January 31, 2023).
 
During the year ended January 31, 2024 the Company
had $22,234 of cash provided by its operating activities due to its net loss $1,544. During the year ended January 31, 2023, the Company
used $9,829 of cash in operating activities due to its net loss $36.
 
During the year ended January 31, 2024 and 2023, the
Company used $109,150 and $8,700 of cash in investing activities, respectively, for the purchase of intangible assets.
 
During the year ended January 31, 2024 the Company
generated $132,845 of cash from financing activities, made up of $25,561. During the year ended January 31, 2023 the Company generated
$3,500 of cash from financing.
 
 
8
 
 
Critical Accounting Policies
 
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Revenue Recognition
The Company will recognize revenue in accordance with
Accounting Standards Codification No. 606, "Revenue from Contracts with Customers" ("ASC-606"). ASC 606 directs entities
to recognize revenue when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal
the total consideration an entity expects to receive in return for the goods or services. The Financial Accounting Standards Board (FASB)
created a five-step approach that entities should apply when determining the amount and timing of revenue recognition:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the
contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance
obligations in the contract
Step 5: Recognize revenue when (or as) the entity
satisfies a performance obligation
 
The Company generates revenue through the sale of
subscriptions of RSS feeds covering various aspects of social media marketing.
 
Recent Accounting Pronouncements
 
The Company has reviewed all the recent accounting
pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have
a material impact on the Company’s financial reporting.
 
 
OFF BALANCE SHEET ARRANGEMENTS
  
We have no off-balance sheet arrangements including
arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
  
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 
Not applicable to smaller reporting companies.
 
9


 
 

 
Item 8. Financial Statements and Supplementary Data   
 
 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 
Bolko & Company	
Accounting
and Auditing Firm
1825 NW Corporate Blvd, 110
Boca Raton, Florida 33431
 
 
To the Shareholders and Board of Directors
MARKY CORP
Sheridan, Wyoming
We have
audited the accompanying consolidated financial statements of MARKY CORP (“Company”), which comprise of balance sheet January
31, 2023, and the related consolidated statements of operations and accumulated deficit, and cash flow for the period from inception (April
28, 2022) to year then ended, and the related notes to the financial statements.
In our opinion,
the financial statements and financial highlights present fairly, in all material respects, the financial position of the MARKY
CORP, as of January 31, 2023, the results of its operations for the year then ended, the
changes in its net assets for the period from inception (April 28, 2022) to year in the period then ended, and the financial highlights
in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These financial
statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud.
We were not engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
An audit involves performing procedures to obtain audit evidence
about amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.
 
Going Concern
The accompanying
financial statements have been prepared assuming that the MARKY CORP
will
continue as going concern. As discussed in Note 2 to the financial statements, MARKY CORP
has suffered recurring losses from operations and has net capital deficiency that
raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
 
Bolko & Company 
 
Certified Public Accountant
 
We have served as the Company’s
auditor since 2023
March 31, 2023
Boca Raton, Florida
 
 
 10
 
 
 
Report of Independent Registered Public Accounting
Firm
The Board of Directors and Stockholders of
MARKY, CORP.
 
 
 
 
 

Opinion on the Financial Statements
We have audited the accompanying balance sheets of
    Marky Corp.(the ‘Company’) as of January 31, 2024, and the related statements of operations, changes in stockholders’
equity (deficit) and cash flows for the year ended January 31, 2024, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of January 31, 2024, and the results of its operations and its cash flows for the year ended January 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
 
Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3, the Company made a net loss of $1,544 and a negative
working capital of $88,472. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
 
Basis for Opinion
These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matters
Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken
as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which they relate.
 
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
Lagos, Nigeria
 
ID:5968
 
We have served as the Company’s auditor since
2024.
May 6, 2024
 
 
 
 
11
 
 
 
 

 
 

MARKY CORP.
BALANCE SHEETS
(audited)


 
 
January 31, 2024
 
January 31, 2023
 

 
 
 
 
 
 

ASSETS
 
 
 
 
 

Current Assets
 
 
 
 
 

Mercury
$
23,630
$
4,629
 

Total Current Assets
 
23,630
 
4,629
 

FIXED ASSETS
 
 
 
 

Mobile App Development program
 
83,650
 
 
 

Intangible Assets, Net
 
28,650
 
8,700
 

 
 
 
 
 
 

TOTAL ASSETS
$
135,930
$
13,329
 

 
 
 
 
 
 

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
 
 
 
 
 

Liabilities
 
 
 
 
 

Current Liabilities
 
 
 
 
 

Accounts Payable
$
 
$
8,700
 

Related Party Loan
 
112,102
 
1,491
 

Total Current Liabilities
 
112,102
 
10,191
 

Total Liabilities
 
112,102
 
10,191
 

Stockholders’ Equity (Deficit)
 
 
 
 
 


Common Stock, $0.001 par value, 75,000,000 shares authorized;
4,241,130 and 3,500,000 shares of common stock issued
and outstanding as of January 31, 2024, and January 31, 2023
 
4,241
 

 
3,500
 

Additional Paid-in Capital	
 

 
21,493
 
 
 

Accumulated Deficit
 
(1,906)
 
(362)
 

Total Stockholders’ Equity (Deficit)
 
23,828
 
3,138
 

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
$
135,930
$
13,329
 

 
 
 
 
 
 
 
 
 
 

 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
 
12
 
 

 
 

MARKY CORP.
STATEMENT OF OPERATIONS
(audited)
 


 
 

For the year ended
January 31, 2024
 

For the year ended
January 31, 2023

Revenues
 
 
 
 

Software Sales
$
17,185
$
 

Total Revenues
 
17,185
 
 

 
 
 
 
 

Operating Expenses
 
 
 
 

Bank service Charges
 
115
 
 

Depreciation Expense
 
5,550
 
 

Professional fees
 
13,064
 
362

Total Operating Expenses
 
(18,729)
 
(362)


 
Net Income (Loss) from Operations
 
(1544)
 
(362)


 
Provision for Income Taxes
 
-
 
-

 
 
 
 
 

Net Income (Loss) 
$
(1544)
$
(362)

 
 
 
 
 

Income (Loss) per Common Share – Basic & Diluted
$
0.00
$
0.00

 
 
 
 
 

Weighted Average Number of Common Shares Outstanding-Basic & Diluted
 
4,241,130
 
3,500,000

 
 
 
 
 

 
 
 
 
 

 
 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
 
13
 
 
 

 
 

MARKY CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the years Ended January 31, 2024 and 2023
(Audited)
 


 
 
 
 
 
 
 
 
 
 
 

 

Number of
common
 

Additional
Paid-in-
Capital
 

Accumulated
deficit
 

 
 
Total

Shares
 
Amount
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 

Balance as of January 31, 2023
3,500,000
$
3,500
$
-
$
(362)
$
(3,138)

Net Income for year ended 
-
$
-
$
-
$
(1,544)
$
(1,544)

Sales of common stock 
741,130
$
741
$
21,493
$
-
$
22,234

Balance as of January 31, 2024
4,241,130
$
4,241
$
-
$
(1,906)
$
23,828

 
 
 
 
 
 
 
 
 
 

Balance as of April 28, 2022 (Inception)
-
$
-
$
-
$
-
$
-


 
Sales of common shares
3,500,000
$
3,500
$
 
$
 
$
3,500

Net Income for the period April 28, 2022 
-
$
-
$
-
$
(362)
$
(362)

Balance as of January 31, 2023
3,500,000
$
3,500
$
 
$
(362)
$
(3,138)

 
 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
 
14
 
 
 
MARKY CORP.
STATEMENTS OF CASH FLOWS
 
 


 
 

Year ended
January 31, 2024
 

Year ended
January 31, 2023

OPERATING ACTIVITIES
 
 
 
 

Net Income (Loss)
$
(1,544)
$
(362)

Adjustments to reconcile Net Income 
to net cash provided by operations:
 
 
 
 

Amortization
 
5,550
 
 

Changes in operating assets and liabilities:
 
 
 
 

Accounts Payable
 
(8,700)
 
8,700

Cash Flows Provided by (Used in) Operating Activities
 
(4,694)
 
8,338

 
 
 
 
 

INVESTING ACTIVITIES
 
 
 
 

Purchase of Intangible Assets
 
(25,500)
 
(8,700)

Mobile App Development Project
 
(83,650)
 
 

Cash Flows Used in Investing Activities
 
(109,150)
 
(8,700)

 
 
 
 
 

FINANCING ACTIVITIES
 
 
 
 

Proceeds from the sale of common stock
 
22,234
 
3,500

Proceeds from related party loan
 
110,611
 
1,491

Cash Flows Provided by Financing Activities
 
132,845
 
4,991

 
 
 
 
 

Net cash increase (decrease) for period
 
19,001
 
4,629

Cash at beginning of period
 
4,629 
 
-

Cash at end of period
$
23,630
$
4,629 

 
 
 
 
 

 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
 
15
 

 
 

MARKY CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
JANUARY 31, 2024
 
NOTE 1 – ORGANIZATION AND DESCRIPTION OF
BUSINESS
Marky Corp. (“the
Company”) was incorporated under the laws of the State of Wyoming, U.S. on April 28, 2022 (Inception). Marky Corp. is a provider
of social media marketing information services. We provide a unique platform that offers subscribers access to valuable social media marketing
information.
Our principal
executive office is located at San Sebastian 309, Martinica León, Guanajuato, Mexico.
The Company’s
functional and reporting currency is the U.S. dollar.
 
NOTE 2 - GOING CONCERN
The
accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going concern. As a startup company, the Company had revenue in amount of $17,185 and
incurred net loss in amount of $1,544 as of January 31, 2024. The Company currently has limited working capital and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern.
Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The
Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.
 
 
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
Basis of Presentation
The
accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Regulation S-X. Certain information
and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in
the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and
regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should
be read in conjunction with our audited financial statements  included in our Annual Report on Form S-1 for the year ended January
31, 2023.
In
the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The
Company’s year-end is January 31.
 
16
 
 
Use of Estimates
The preparation of financial statements in conformity
with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
The Company considers all highly liquid investments
with the original maturities of three months or less to be cash equivalents. The Company had $2,500 of cash and cash equivalents as of
October 31, 2023 ($4,629 as of January 31, 2023).
 
Intangible Asset
The Company accounts for its intangible assets in
accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic
360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost
to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every
reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate
of useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining
useful life. Costs incurred to renew or extend the life of an intangible asset are expensed as incurred. The Company recognizes amortization
in the month after the asset is placed in service.
 
As
of January 31, 2024, the intangible assets, net were as follows: 
 


Website
$
14,200

RSS feeds
 
20,000

Mobile App
 
83,650

Accumulated Depreciation
 
5,550

Total intangible assets
$
135,930

 
Research
and Development Policy
ASC
730, “Research and Development”, addresses the proper accounting and reporting for research and development costs. It identifies
those activities that are to be identified as research and development, the elements of costs that shall be identified with research and
development activities, the accounting for these costs, and the financial statement disclosures related to them.
Costs
and expenses that can be clearly identified as research and development are charged to expense as incurred.
 
17
 
Software
Development Policy
The
Company accounts for website development costs in accordance with, FASB ASC 350-40, Internal-Use Software and FASB ASC 350-50, Website
Development Costs and has capitalized certain costs in the development of our website.
Recent Accounting
Pronouncements
The
Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant
impact on the Company’s financial statements. 
 
NOTE 4 –
STOCKHOLDERS’ EQUITY
Upon
formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000)
shares of Common Stock, par value $0.001 per share.
On
January 27, 2023 the Company issued 3,500,000 shares of its common stock at $0.001 per share for total proceeds of $3,500.
For
the year ended January 31, 2024 the Company issued 741,130 shares of common stock for cash proceeds of $27,704 at $0.03 per share.
There
were 4,241,130 and 3,500,000 shares of common stock issued and outstanding as of January 31, 2024, and January 31, 2023, respectively.
 
NOTE 5 —
RELATED PARTY TRANSACTIONS
During
the nine months period ended January 31, 2024 and 2023, the Company’s director loaned to the Company $112,102 and $1,491, respectively. 
 
 
NOTE 6 – SUBSEQUENT EVENTS
In
accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to October 31, 2023, and
has determined that it does not have any material subsequent events to disclose in these financial statements other than those described
below. During November 2023 the Company issued 73,333 shares of common stock for cash proceeds of $2,200 at $0.03 per share.
 
 
 
 
18

 
 



 
 
Item 9. Disclosure
 
None.
 
Item 9A. Controls and Procedures
 
Management’s Report on Internal Control over Financial Reporting
 
Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation
of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness
of the Company’s internal control over financial reporting as of January 31, 2024, using the criteria established in “Internal
Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
 
A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of
the effectiveness of internal control over financial reporting as of January 31, 2024, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.
 
1.We lack an adequate internal control structure
– Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures, controls over information
and communication, or effective monitoring controls.  
 
2.We do not have appropriate segregation
of duties or adequate accounting resources – The Company has only one employee that does not have sufficient accounting knowledge,
experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure adequate financial reporting.
Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including
a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board
of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management
to provide the necessary oversight over management’s activities. 

 
3.We do not have appropriate information
technology controls – The Company retains copies of all financial data and material agreements; however, there is no formal procedure
or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due
to unmitigated factors.  Further there are no IT controls in place to prevent changes to, or misstatement in, financial reporting.
 
 
19
 
 
Accordingly, the Company concluded that these control
deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not
be prevented or detected on a timely basis by the company’s internal controls.
 
As a result of the material weaknesses described above,
management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2024
based on criteria established in Internal Control-Integrated Framework issued by COSO.
 
Our management is responsible for establishing and
maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is
designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer
in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including
its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.
  
Changes in Internal Controls over Financial Reporting
 
There has been no change in our internal control over
financial reporting occurred during the year ended January 31, 2024, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
None
 
PART III
 
Item 10. Directors, Executive Officers, and Control Persons of the Company
 
  
Our executive officer's and director's and their respective ages are as
follows:
  
 


Name
 
Positions

Kos Ramirez Maximiliano
 
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

 
 
20
 
 
 
DIRECTOR INDEPENDENCE
 
Our Board of Directors is currently composed of one
member, Rodolfo Guerrero Angulo, who does not qualify as an independent director. Our board of directors has not made a subjective determination
as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board
of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business
and personal activities and relationships as they may relate to us and our management.
 
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
 
No director, executive officer, significant employee
or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
 
 
AUDIT COMMITTEE, COMPENSATION COMMITTEE, AND FINANCIAL
EXPERT
 
We do not have an Audit Committee or Compensation
Committee because the Company’s sole employee is also the sole member of management and sole director. Additionally, we have no
persons currently receiving any compensation due to our start-up nature. Our sole director performs some of the same functions of an Audit
Committee and Compensation Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial
statements; reviewing the independent auditor’s independence, the financial statements, and their audit report; reviewing management’s
administration of the system of internal accounting controls, and determining all compensation amounts. The Company does not currently
have a written audit committee charter or a compensation committee charter or any similar documents.
 
We have no financial expert. We believe the cost related
to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a
financial expert are not warranted.
 
CODE OF ETHICS
 
The Company has not adopted a formal written code
of ethics due to the small size of the organization and start-up nature, along with the fact that the Company’s sole employee is
also the sole member of management and sole director.
 
 
Item 11. Executive Compensation
 
 Our sole officer and director has not received monetary compensation
since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board
of directors.
 
 
21
 
 
EMPLOYMENT AGREEMENTS
 
The Company is not a party to any employment agreement and has no compensation
agreement with any officer or director.
 
We have not compensated our directors for their service on our Board of
Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services
provided as a director.
  
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
 
The following table lists, as of the date of this
form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company
to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all
officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management
is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and
Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or
direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days.
 


Item 13.
Exhibits.

 
  


Exhibit No.
 
Description

31.2
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1933 Rule 13a-14(a) or 15d-14(a).

 
 
 

32.2 
 
Certifications pursuant to Securities Exchange Act of 1933 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 
 
 
 
 
22
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 


MARKY CORP.

 
 
 

Date:
    May 7, 2024
By:
/s/ Kos Ramirez Maximiliano

 
 

Kos Ramirez Maximiliano
Chief Executive Officer
(Principal Executive Officer)
and Chief Financial Officer
(Principal Financial and Accounting Officer)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
 
 
 
 

 
 

 
 
 
 


